(As filed May 28, 1999)
File No. 70-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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WISCONSIN POWER & LIGHT COMPANY
222 West Washington Avenue
Madison, Wisconsin 53703
IES UTILITIES INC.
Alliant Tower
200 First Street S.E.
Cedar Rapids, Iowa 52401
INTERSTATE POWER COMPANY
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-07691
(Names of companies filing this statement and
addresses of principal executive offices)
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ALLIANT ENERGY CORPORATION
(formerly Interstate Energy Corporation)
(Name of top registered holding company parent)
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Erroll B. Davis, Jr.
President and
Chief Executive Officer
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703-0192
(Name and address of agent for service)
<PAGE>
The Commission is requested to send copies of all
notices, orders and communications in connection with
this Application or Declaration to:
Barbara J. Swan, General Counsel William T. Baker, Jr., Esq.
Alliant Energy Corporation Thelen Reid & Priest LLP
222 West Washington Avenue 40 West 57th Street
Madison, Wisconsin 53703-0192 New York, New York 10019
<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
-----------------------------------
1.1. INTRODUCTION. Alliant Energy Corporation (formerly Interstate
------------
Energy Corporation) ("Alliant") is a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act").1 Its principal
public-utility subsidiaries are Wisconsin Power & Light Company (WP&L"),2
Interstate Power Company ("IPC"), and IES Utilities Inc. ("IES") (collectively,
the "Applicants"). Together, the Applicants directly and indirectly provide
publicutility service to approximately 908,000 electric and 388,000 retail gas
customers in parts of Wisconsin, Iowa, Minnesota, and Illinois.
The Applicants own all or a portion of 29 coal-fired electric
generating units located at 12 different power station sites. The Applicants'
share of the net generating capacity of these units totals 2,924 MW and
currently accounts for approximately 78% of the Alliant system's total
generation. The majority of the coal burned in the Applicants' power plants
originates in Wyoming and Montana and is transported to Iowa and Wisconsin by
the Union Pacific Railroad and Burlington Northern Santa Fe Railroad. In order
to transport coal to certain of these plants, WP&L, IES and IPC have each
acquired, by lease or purchase, a fleet of railroad coal cars. Currently, WP&L
leases 1,210 rail cars and owns another 89, IES leases 540 rail cars and owns
another 365, and IPC leases 240 rail cars and owns (but is in the process of
selling) another 106, for a total of 2,550 rail cars. The Applicants generally
combine their rail cars into unit train sets consisting of 105 to 120 cars of a
similar type. Cars not utilized in a unit train set are customarily held back as
spare cars by the transporting railroad or located at a generating plant or
other convenient location. The cars in a unit train set must be matched to the
unloading system at a given generating plant and conform to limitations on
allowable gross weight set by the transporting railroad.
WP&L's cars are used to make coal deliveries to its Columbia and
Edgewater power stations in Wisconsin, both of which are jointly-owned with
unaffiliated utilities. IES's cars are used to make deliveries to its Prairie
Creek, Sutherland, Sixth Street and Ottumwa generating stations in Iowa. The
Ottumwa plant is jointly-owned with an unaffiliated utility. IPC's cars are used
to make deliveries to a transloading facility for barge movement to its Lansing
and Kapp power stations in Iowa. In those cases in which the train sets are
dedicated to serve power plants that are jointly-owned with unaffiliated
utilities, the plant operating agreements provide that the owners shall be
jointly and severally obligated under the lease agreement.
Under normal operating conditions, unit trains are used to move coal
from the coal mine source to a particular power plant, or, for power plants with
barge delivery capability, to a rail-to-barge transloading facility. The
majority of the cars in the Applicants' existing fleet are utilized in
- --------
1 See WPL Holdings, Inc., et al., 66 SEC Docket 2256 (April 14, 1998).
2 WP&L owns all of the issued and outstanding common stock of South
Beloit Water, Gas and Electric Company, also a public-utility company.
3
<PAGE>
transporting coal from Wyoming and Montana to the power plants in Iowa and
Wisconsin. In general, a unit train set is dedicated to a given power plant and
will, on a continuous basis, cycle between the mines and that power plant. This
pattern does vary on an occasional basis when inventory levels are adequate or
an extended outage occurs at a particular power plant. During such periods, the
cars in a unit train serving that plant will either be placed in a shop for
maintenance, put into service at another power plant owned by the utility which
owns or leases the equipment, or utilized by another affiliated utility. On
occasion, if no opportunity for internal use exists, the train set may be
subleased to another, unaffiliated, utility or to a railroad for short periods.
1.2 NEED TO INCREASE SIZE OF RAIL CAR FLEET. For several reasons, the
---------------------------------------
size of the Applicants' rail car fleet will need to be increased over time in
order to meet the coal delivery demands of Applicants' generating plants. The
reasons for this increase include changes in burn levels due to native load
changes or changes in the electric market place, changes in railroad operations
or the source of the coal, and changes in rail transportation contracts
providing for the use of Applicants' equipment. The Applicants intend to
increase and maintain the size the fleet at levels that are optimum for current
and anticipated operations. Based on current projections for growth in megawatt
hour production for the various facilities and the source of coal, the
Applicants believe that up to ten additional train sets (up to 1,200 rail cars)
will need to be placed into service over the next five years. With the lead time
required for the manufacture of new equipment and the staggered length of terms
on existing leases, it is also envisioned that there will be periods of time
when the Applicants will have rail cars under their management that may exceed
their respective core needs at the generating stations. However, it is
envisioned that this would not exceed more than 50% of those core transportation
needs.
1.3 ACQUISITION AND SUBLEASE OF ADDITIONAL RAIL CARS. To the extent
------------------------------------------------
that such approval is required, the Applicants request authorization to lease or
purchase in one or more transactions from time to time through December 31,
2003, up to 1,200 additional rail cars (10 unit train sets) for the general
purpose of transporting coal to their respective power plants. It is estimated
that the aggregate cost (lessor's cost in the case of leased cars) of these rail
cars, in 1999 dollars, will not exceed $23.5 million in the case of WP&L, $43.5
million in the case of IES, and $7 million in the case of IPC. It is expected
that four of the new unit train sets, to be purchased or leased by IES for use
in delivering coal to its Ottumwa generating station, will replace the 365 cars
IES currently owns in late 2001. The remaining six unit train sets are intended
to meet the incremental needs of the Applicants, as described above. The
Applicants request the flexibility to lease or purchase the additional rail cars
on terms and conditions to be negotiated at a later date. The Applicants
represent that the capacity of their rail car fleet to move coal will not exceed
150% of the core needs of the utility.
Because of the similarity of rail car equipment used at some of the
Applicants' generating stations and the common sourcing of the coal supply, it
is possible to switch or substitute rail cars dedicated to one power plant to
another power plant. This flexibility has created a synergy between the
Applicants that allows them to maximize their utilization of rail equipment and
4
<PAGE>
to minimize coal inventories maintained at each of their power plants. Without
this flexibility, and given the normal operations of the unit trains, there
would be a dramatic increase in coal inventories during periods of extended
outages at a specific plant. Alternatively, the Applicants would be forced to
idle the rail cars. The subleasing of unit trains between the Applicants is done
on either an average cost basis, or at a "market based rates." The "market based
rates" concept is utilized because some of the existing joint plant operating
agreements require that, when an owner's equipment is not utilized at that
plant, it be leased to others at "market based rates."
The shared utilization of rail cars measurably reduces the overall
number of cars needed by the Applicants. It also allows a reallocation of
resources among the Applicants to accommodate changes in the needs of the
Alliant system as a whole. For example, if operational problems affecting one
railroad temporarily interrupt movements on that railroad to a particular power
station, then cars can be diverted to other power stations or even other
railroads until the problem is eliminated. After the cars are returned to normal
operations, coal inventory levels at other plants can be increased. Although
this type of event is infrequent, the inherent flexibility is valuable.
To the extent required, the Applicants seek approval for a continuation
of this joint use and sharing of rail car equipment and for pricing the use of
rail cars on an average cost basis, except in those cases in which a plant
operating agreement between an Applicant and an unaffiliated utility requires
market-based pricing. Average cost means, as applied to leased rail cars, the
annual average lease cost plus maintenance cost, and, as applied to rail cars
that are purchased, a rate based on the annual carrying cost determined in
accordance with the methodology used by the State public service commission
having jurisdiction over the retail rates of a particular Applicant, plus
maintenance. The annual average lease cost will also include an allocated
portion of the estimated cost of scheduled major maintenance activities
associated with the leased cars.
In addition, to the extent required, the Applicants seek approval to
continue the current practice of leasing or subleasing rail cars to third
parties, including other utilities or railroads, during periods in which such
cars are not being utilized by any of the Applicants. It is not envisioned that
such third-party usage will become routine. Rather, it is anticipated that such
third-party usage would be for relatively short periods and would be the result
of operational factors, such as, for example, an extended outage at a particular
power plant or shut-down of or other disruption affecting a particular coal
mine. Subleasing cars to third parties under such circumstances will ensure the
maximum utilization of the equipment and reduce the overall cost to the three
Applicants. Revenues from third parties will be paid to the owner or lessee of
the cars affected and applied as a reduction to the cost of fuel.
5
<PAGE>
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
------------------------------
The fees, commissions and expenses incurred or to be incurred in
connection with the transactions proposed herein are estimated at $10,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
-------------------------------
3.1 GENERAl. Sections 9(a) and 10 of the Act may be deemed applicable
to the acquisition, by purchase or lease, of rail cars (to the extent such
acquisition increases the overall size of the Applicants' existing fleet of rail
cars) and to the subleasing of rail cars to unaffiliated third parties. Sections
12(f) and 13(b) and Rules 43 and 90 - 91 may be deemed applicable to the
subleasing of rail cars owned or leased by an Applicant to any other Applicant.
Section 32(h)(4) and Rule 54 thereunder are also applicable to the proposed
transactions.
The Applicants request an exemption from the "at cost" standard of
Section 13(b) of the Act as applicable to subleases of rail cars to each other
in those cases (described in Item 1, above) in which specific cars are dedicated
to a power plant that is jointly-owned with unaffiliated third parties and
subject to a station operating agreement under the terms of which unutilized
rail cars must be subleased at "market based rates." In all other cases,
subleases of rail cars among the Applicants will be at average cost.
3.2 COMPLIANCE WITH RULE 54. Rule 54 provides that the Commission
shall not consider the effect of the capitalization or earnings of any "exempt
wholesale generator" ("EWG") or "foreign utility company" ("FUCO"), as defined
in Sections 32 and 33, respectively, in which a registered holding company holds
an interest in determining whether to approve any transaction unrelated to any
EWG or FUCO if the requirements of Rule 53(a), (b) and (c) are satisfied.
These standards are met.
Rule 53(a)(1): Currently, Alliant's "aggregate investment" in EWGs
and FUCOs is approximately $110,000,000, or approximately 20.3% of Alliant's
"consolidated retained earnings" for the four quarters ended March 31, 1999
($541,478,000).
Rule 53(a)(2): Alliant will maintain books and records enabling it to
identify investments in and earnings from each EWG and FUCO in which it directly
or indirectly acquires and holds an interest. Alliant will cause each domestic
EWG in which it acquires and holds an interest, and each foreign EWG and FUCO
that is a majority-owned subsidiary, to maintain its books and records and
prepare its financial statements in conformity with U.S. generally accepted
accounting principles ("GAAP"). All of such books and records and financial
statements will be made available to the Commission, in English, upon request.
Rule 53(a)(3): No more than 2% of the employees of Alliant's domestic
public utility subsidiaries will, at any one time, directly or indirectly,
render services to EWGs and FUCOs.
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<PAGE>
Rule 53(a)(4): Alliant will submit a copy of each Application or
Declaration, and each amendment thereto, relating to any EWG or FUCO, and will
submit copies of any Rule 24 certificates required thereunder, as well as a copy
of the relevant portions of Alliant's Form U5S, to each of the public service
commissions having jurisdiction over the retail rates of Alliant's domestic
public utility subsidiaries.
In addition, Alliant states that the provisions of Rule 53(a) are not
made inapplicable to the authorization herein requested by reason of the
occurrence or continuance of any of the circumstances specified in Rule 53(b).
Rule 53(c) is inapplicable by its terms.
ITEM 4. REGULATORY APPROVALS.
--------------------
The sublease of rail cars by WP&L to either of the other Applicants
and by either of the other Applicants to WP&L is subject to review and approval
by the Wisconsin Public Service Commission ("WPSC"). No other state commission,
and no federal commission, other than the Commission, has jurisdiction over the
proposed transactions.
ITEM 5. PROCEDURE.
---------
The Commission is requested to publish a notice under Rule 23 with
respect to the filing of this Application or Declaration as soon as practicable.
The Applicants request that the Commission's Order be issued as soon as the
rules allow, and in any event not later than July 30, 1999, and that there
should not be a 30-day waiting period between issuance of the Commission's order
and the date on which the order is to become effective. The Applicants hereby
waive a recommended decision by a hearing officer or any other responsible
officer of the Commission and consents that the Division of Investment
Management may assist in the preparation of the Commission's decision and/or
order, unless the Division opposes the matters proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
---------------------------------
(a) Exhibits.
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A None.
B None.
C None.
D-1 Application by WP&L to WPSC for approval of
affiliate transactions involving rail cars.
(To be filed by amendment).
7
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D-2 Order of the WPSC. (To be filed by amendment).
E Not Applicable.
F Opinion of Counsel. (To be filed by amendment).
G-1 Financial Data Schedule - Per Books (WP&L).
(Incorporated by reference to Exhibit 27 to the
Quarterly Report on Form 10-Q of WP&L for the period
ended March 31, 1999) (File No. 0-337).
G-2 Financial Data Schedule - Per Books (IES).
(Incorporated by reference to Exhibit 27 to the
Quarterly Report on Form 10-Q of IES for the period
ended March 31, 1999) (File No. 001-04117).
G-3 Financial Data Schedule - Per Books (IPC). (To be filed
by amendment).
H Proposed Form of Federal Register Notice. (Filed
herewith).
(b) Financial Statements.
--------------------
1.1 Balance Sheet of WP&L as of March 31, 1999
(incorporated by reference to the Quarterly Report on
Form 10-Q of WP&L for the period ended March 31, 1999)
(File No. 0-337).
1.2 Statements of Income and Surplus of WP&L for the period
ended March 31, 1999 (incorporated by reference to the
Quarterly Report on Form 10-Q of WP&L for the period
ended March 31, 1999) (File No. 0-337).
2.1 Balance Sheet of IES as of March 31, 1999 (incorporated
by reference to the Quarterly Report on Form 10-Q of
IES for the period ended March 31, 1999) (File No.
001-04117).
2.2 Statement of Income and Surplus of IES the period ended
March 31, 1999 (incorporated by reference to the
Quarterly Report on Form 10-Q of IES for the period
ended March 31, 1999) (File No. 001-04117).
3.1 Balance Sheet of IPC as of March 31, 1999. (To be filed
by amendment).
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3.2 Statement of Income and Surplus of IPC for the period
ended March 31, 1999. (To be filed by amendment).
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
---------------------------------------
The transactions that are the subject of this Application or
Declaration do not involve a "major federal action" nor do they "significantly
affect the quality of the human environment" as those terms are used in
section 102(2)(C) of the National Environmental Policy Act. Further, such
transactions will not result in changes in the operations of the Applicants that
will have an impact on the environment. The Applicants are not aware of any
federal agency that has prepared or is preparing an environmental impact
statement with respect to the transactions that are the subject of this
Application or Declaration.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned companies have duly caused this
Application or Declaration filed herein to be signed on their behalf by the
undersigned thereunto duly authorized.
WISCONSIN POWER & LIGHT COMPANY
By: /s/ Erroll B. Davis, Jr.
--------------------------------
Name: Erroll B. Davis, Jr.
Title: Chief Executive Officer
IES UTILITIES INC.
By: /s/ Erroll B. Davis, Jr.
--------------------------------
Name: Erroll B. Davis, Jr.
Title: Chief Executive Officer
INTERSTATE POWER COMPANY
By: /s/ Erroll B. Davis, Jr.
--------------------------------
Name: Erroll B. Davis, Jr.
Title: Chief Executive Officer
Date: May 28, 1999
9
EXHIBIT H
PROPOSED FORM OF FEDERAL REGISTER NOTICE
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-_____)
Filings under the Public Utility Holding Company Act of 1935, as amended ("Act")
June __, 1999
Notice is hereby given that the following filing(s) has/have been made
with the Commission pursuant to provisions of the Act and rules promulgated
thereunder. All interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any amendments thereto
is/are available for public inspection through the Commission's Office of Public
Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
______________, 1999 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) as specified below. Proof of service (by
affidavit or, in case of an attorney at law, by certificate) should be filed
with the request. Any request for hearing shall identify specifically the issues
of fact or law that are disputed. A person who so requests will be notified of
any hearing, if ordered, and will receive a copy of any notice or order issued
in the matter. After _____________, 1999, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.
* * * * * *
WISCONSIN POWER & LIGHT COMPANY, ET AL. (70-[____])
- --------------------------------------
Wisconsin Power & Light Company ("WP&L"), 222 West Washington Avenue,
Madison, Wisconsin 53703, IES Utilities Inc. ("IES"), Alliant Tower, 200 First
Street S.E., Cedar Rapids, Iowa 52401, and Interstate Power Company ("IPC"),
1000 Main Street, Dubuque, Iowa 52004 have filed an application or declaration
pursuant to Sections 9, 10 12(f) and 13(b) of the Act and Rules 43, 54 and 90 -
92 thereunder. WP&L, IES and IPC (collectively, the "Applicants"), are
public-utility subsidiaries of Alliant Energy Corporation ("Alliant") (formerly
<PAGE>
Interstate Energy Corporation), a registered holding company.1 Together, the
Applicants provide public-utility service to approximately 908,000 electric and
388,000 retail gas customers in parts of Wisconsin, Iowa, Minnesota, and
Illinois.
The Applicants own all or a portion of 29 coal-fired electric
generating units located at 12 different power station sites. The Applicants
state that the majority of the coal burned in their coal-fired power plants
originates in Wyoming and Montana and is transported to Iowa and Wisconsin by
rail. In order to transport coal to certain of their plants, WP&L, IES and IPC
have each acquired, by lease or purchase, a fleet of railroad coal cars.
Currently, WP&L leases 1,210 rail cars and owns another 89, IES leases 540 rail
cars and owns another 365, and IPC leases 240 rail cars and owns (but is in the
process of selling) another 106, for a total of 2,550 rail cars. WP&L's cars are
used to make coal deliveries to its Columbia and Edgewater power stations in
Wisconsin, both of which are jointly-owned with unaffiliated utilities. IES's
cars are used to make deliveries to its Prairie Creek, Sutherland, Sixth Street
and Ottumwa generating stations in Iowa. The Ottumwa plant is jointly-owned with
an unaffiliated utility. IPC's cars are used to make deliveries to a
transloading facility for barge movement to its Lansing and Kapp power stations
in Iowa. In those cases in which the train sets are dedicated to serve power
plants that are jointly-owned with unaffiliated utilities, the plant operating
agreements provide that the owners shall be jointly and severally obligated
under the lease agreement.
It is stated that, under normal operations, unit trains are used to
move coal from the coal mine source to a particular power plant, or, for power
plants with barge delivery capability, to a rail-to-barge transloading facility.
In general, a unit train set is dedicated to a given power plant and will, on a
continuous basis, cycle between the mines and that power plant. This pattern
does vary on an occasional basis when inventory levels are adequate or an
extended outage occurs at a particular power plant. During such periods, the
cars in a unit train serving that plant will either be placed in a shop for
maintenance, put into service at another power plant owned by the utility which
owns or leases the equipment, or utilized by another affiliated utility. On
occasion, if no opportunity for internal use exists, the train set may be
subleased to another, unaffiliated, utility or to a railroad for short periods.
For several reasons, the size of the Applicants' rail car fleet will
need to be increased over time in order to meet the coal delivery demands of
Applicants' generating plants. Based on current projections for growth in
megawatt hour production for the various facilities and the source of coal, the
Applicants believe that up to ten additional train sets (up to 1,200 rail cars)
will need to be placed into service over the next five years. With the lead time
required for the manufacture of new equipment and the staggered length of terms
on existing leases, it is also envisioned that there will be periods of time
when the Applicants will have rail cars under their management that may exceed
their respective core needs at the generating stations.
- --------
1 See WPL Holdings, Inc., et al., 66 SEC Docket 2256 (April 14, 1998).
2
<PAGE>
Accordingly, to the extent that such approval is required, the
Applicants request authorization to lease or purchase in one or more
transactions from time to time through December 31, 2003, up to 1,200 additional
rail cars (10 unit train sets) for the general purpose of transporting coal to
their respective power plants. It is estimated that the aggregate cost (lessor's
cost in the case of leased cars) of these rail cars, in 1999 dollars, will not
exceed $23.5 million in the case of WP&L, $43.5 million in the case of IES, and
$7 million in the case of IPC. The Applicants request the flexibility to lease
or purchase the additional rail cars on terms and conditions to be negotiated at
a later date. The Applicants represent that the capacity of their rail car fleet
to move coal will not exceed 150% of the core needs of the utility.
Applicants also state that, because of the similarity of rail car
equipment used at some of their generating stations and the common sourcing of
the coal supply, it is possible to switch or substitute rail cars dedicated to
one power plant to another power plant. This flexibility has created a synergy
between the Applicants that allows them to maximize their utilization of rail
equipment and to minimize coal inventories maintained at each of their power
plants. The subleasing of unit trains between the Applicants is done on either
an average cost basis, or at "market based rates." The "market based rates"
concept is utilized because, as indicated above, some of the existing joint
plant operating agreements require that, when the equipment is not utilized at
the plant, it be leased to others at market based rates.
To the extent required, the Applicants seek approval for a continuation
of this joint use and sharing of rail car equipment and for pricing the use of
rail cars on an average cost basis, except in those cases in which a joint power
plant agreement between an Applicant and an unaffiliated utility requires
market-based pricing. Average cost means, as applied to leased rail cars, the
annual average lease cost plus maintenance cost, and, as applied to rail cars
that are purchased, a rate based on the annual carrying cost determined in
accordance with the methodology used by the State public service commission
having jurisdiction over the retail rates of a particular Applicant, plus
maintenance. The annual average lease cost will also include an allocated
portion of the estimated cost of scheduled major maintenance activities
associated with the leased cars.
In addition, to the extent required, the Applicants seek approval to
continue the current practice of leasing or subleasing rail cars to third
parties, including other utilities or railroads, during periods in which such
cars are not being utilized by any of the Applicants. Applicants state that they
do not envision that such third-party usage will become routine. Rather, it is
anticipated that such third-party usage would be for relatively short periods
and would be the result of operational factors, such as, for example, an
extended outage at a particular power plant or shut-down of or other disruption
affecting a particular coal mine. Any revenues from third parties will be paid
to the owner or lessee of the cars affected and applied as a reduction to the
cost of fuel.
The Applicants request an exemption from the "at cost" standard of
Section 13(b) of the Act as applicable to subleases of rail cars to each other
in those cases in which specific cars are
3
<PAGE>
dedicated to a power plant that is jointly-owned with unaffiliated third parties
and subject to a station operating agreement under the terms of which unutilized
rail cars must be subleased at "market based rates." In all other cases,
subleases of rail cars among the Applicants will be at average cost.
The subleasing of rail cars by WP&L to either of the other Applicants
and by either of the other Applicants to WP&L is subject to the jurisdiction of
the Wisconsin Public Service Commission.
4
